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Nissan and Carlos Ghosn settle SEC claims over undisclosed compensation

WASHINGTON — Nissan and its former Chief Executive Carlos Ghosn have agreed to settle claims from the U.S. Securities and Exchange Commission over false financial disclosures related to Ghosn's compensation, an SEC statement said on Monday. Nissan will pay $15 million, while Ghosn agreed to a $1 million civil penalty and a 10-year ban from serving as an officer or director of a publicly traded U.S. company, the SEC statement said. Ghosn was arrested in Japan and fired by Nissan last year. He is awaiting trial in Tokyo on financial misconduct charges that he denies. Former Nissan human resources official Gregory Kelly agreed to a $100,000 penalty and a five-year officer and director ban. Nissan, Ghosn, and Kelly settled without admitting or denying the SEC's allegations and findings. The SEC said in total Nissan in its financial disclosures omitted more than $140 million to be paid to Ghosn in retirement — a sum that ultimately was not paid. The SEC also accused Ghosn in a suit filed in New York that he engaged in a scheme to conceal more than $90 million of compensation. That suit is being settled as part of the agreement announced Monday. Nissan confirmed it had settled the allegations and said it "is firmly committed to continuing to further cultivate robust corporate governance." Nissan provided significant cooperation to the SEC, the agency said. The company now has a new governance structure with three statutory committees — audit, compensation and nomination — and has amended its securities reports for all relevant years. The SEC said beginning in 2004 Nissan's board delegated to Ghosn the authority to set individual director and executive compensation levels, including his own. The SEC said "Ghosn and his subordinates, including Kelly, crafted various ways to structure payment of the undisclosed compensation after Ghosn's retirement, such as entering into secret contracts, backdating letters to grant Ghosn interests in Nissan's Long Term Incentive Plan, and changing the calculation of Ghosn's pension allowance to provide more than $50 million in additional benefits." "Investors are entitled to know how, and how much, a company compensates its top executives. Ghosn and Kelly went to great lengths to conceal this information from investors and the market," said Stephanie Avakian, co-director of the SEC's Division of Enforcement.

Carlos Ghosn freed from jail after four months

TOKYO — Wearing a mask, cap and what looked like a construction worker's outfit, the former chairman of Nissan Motor Co., Carlos Ghosn, left a Tokyo detention center Wednesday after posting 1 billion yen ($8.9 million) bail. Although his face was obscured as he left the facility, Ghosn's identity was apparent as he smiled after arriving at a building in downtown Tokyo, having removed his jacket, mask and hat. There was a scramble by media to follow Ghosn after he boarded a small Suzuki van, topped with a ladder, and traveled from the Tokyo Detention Center toward downtown. Motorcycles trailed the van in formation as it passed through city streets to one of the defense lawyer's offices. Ghosn later left in another car, which was mobbed by media. Ghosn, the former head of the Renault-Nissan-Mitsubishi Motors alliance was arrested on Nov. 19. He is charged with falsifying financial reports and with breach of trust. The Tokyo District Court confirmed the 1 billion yen ($8.9 million) bail was posted earlier in the day, after a judge rejected an appeal from prosecutors requesting his continued detention. That cleared the way for Ghosn to leave the facility after spending nearly four months since his arrest. Before his release, Ghosn, who turns 65 on Saturday, issued a statement reasserting his innocence. "I am innocent and totally committed to vigorously defending myself in a fair trial against these meritless and unsubstantiated accusations," he said. A date for his trial has not yet been set. Suspects in Japan often are detained for months, especially those who insist on their innocence, like Ghosn. Some legal experts, including Junichiro Hironaka, one of his lawyers, have criticized the system as "hostage justice," saying the long detentions tend to encourage false confessions. Ghosn's lawyer in France, Jean-Yves Le Borgne, said the lawyers in Japan will be leading the defense but he was in touch with them. "He is catching his breath and settling in," Le Borgne said of Ghosn. French Finance Minister Bruno Le Maire said a presumption of innocence for Ghosn was crucial, while noting the importance to France of the alliance between Nissan and French automaker Renault SA. "It is a good thing that Carlos Ghosn can defend himself freely and serenely, and his release will permit Carlos Ghosn to defend himself freely and serenely," he said. The French government owns about 15 percent of Renault SA, making it an influential voice in the future of the alliance.

Renault splits into 5 businesses in drive to boost profit

  PARIS — French car maker Renault announced a major overhaul that will see it separate its activities in five businesses, deepen ties with China's Geely and spin off its electric vehicles unit through a stock market listing next year. At a long-awaited investor presentation on Tuesday, Renault said it targeted operating margins of 8% for 2025 and rising to more than 10% in 2030, from 5% expected this year. It also plans to reinstate dividends from 2023 after a three-year hiatus, and generate more than 2 billion euros of cash annually between 2023-25, growing to more than 3 billion euros in the following five years. An early mover in the electric car race, Renault has fallen behind newer, more agile rivals like Tesla. After needing emergency state cash during the COVID pandemic, the group is looking to extend on a turnaround following losses in 2019 and 2020, and increase the valuation of its different parts. But big question marks remain on its strained relationship with long-standing Japanese partner Nissan, as Renault looks for other outside investors for each of its divisions. The main plank of the car maker's strategy is separating its combustion engine business — which will partner with Geely in a 50-50 joint venture, also announced on Tuesday — from its electric vehicle unit, to be listed in the second half of next year. Nissan is expected to take a stake in the EV venture, codenamed "Ampere," alongside other investors, though Renault will keep a majority stake. Talks with Nissan have been dragging on, amid Japanese reservations about sharing technology with others, including a Chinese rival like Geely, sources have told Reuters. Shares in Renault fell 2% by 1254 GMT after earlier dipping more than 4% as it gave little detail on the state of play of the discussions with Nissan on the future of their partnership. Renault CEO Luca De Meo said the group wanted to give the alliance a strong future and a "new chance." But he also said that — as in a marriage — "it is important for us to have our own hobbies and our own life." The companies had initially set a Nov. 15 target to reach a deal, but no announcement is now expected on that date, according to people familiar with the talks. Aside from the Ampere EV unit and the combustion engine division, Renault will have an additional three businesses — the Alpine sports-car brand, financial services and new mobility and recycling activities.